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Nimbus Industries

BSE: 530971|ISIN: INE470M01020|SECTOR: Plantations - Tea & Coffee
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Download Annual Report PDF Format 2015 | 2011 | 2010
Directors Report Year End : Mar '15    « Mar 11
 Dear Members,
 
 The Directors have pleasure in presenting the Annual Report together
 with the Audited Accounts of the Company for the year ended 31st March
 2015.
 
 Financial Results:
 
                                                          (Rs. in lakhs)
 
 Particulars                                 2014-15        2013-14
 
 Total Revenue                               72,27,56,058   59,30,75,883
 
 Profit / (Loss) before Prior period,        23,54,504      22,96,049
 Exceptional and Extra-Ordinary items.
 
 Tax Expenses                                9,16,000       7,71,702
 
 Profit / (Loss) for the Year                -              -
 
 Balance Carried Forward to Balance sheet    16,47,344      15,24,347
 
 
 Performance of the Company during the year under review
 
 During the year the company has achieved net sales of Rs. 72.27 cores
 as against Rs. 59.30 Crores in the previous year. The Company has
 profit has increased from Rs. 15.24 lakh to Rs.  16.47 lakh compared to
 previous year.
 
 Company has made significant efforts in creation of market and brand
 for its quality products and prompts delivery. Further to report that
 Company is taken serious initiatives for development of business and
 make dent in market share through excellent marketing strategies. Your
 directors are therefore confident of coming out with significant growth
 in the future years and thereby wiping out losses incurred in the
 previous years and posting a decent growth.
 
 Future Outlook:
 
 During current year, your Company is trying to maximize its sales by
 entering into different markets and different marketing strategies.
 
 Dividend:
 
 The Board of Directors does not recommend any Dividend for the year
 2014-15 considering the finance situation of the company.
 
 Fixed deposits:
 
 During the year under review, the Company has not accepted any fixed
 deposits and there are no fixed deposits, which are pending repayment.
 
 Subsidiary Companies:
 
 Your Company does not have any subsidiary company during the year under
 review.
 
 Directors:
 
 In accordance with the provisions of the Companies Act, 2013 and the
 Company''s Articles of Association, Mr. Nimish Thakore, Director retire
 by rotation at this AGM being eligible, offer themselves for
 re-appointment.
 
 Pursuant to clause 49 of the Listing Agreement with the Stock
 Exchanges, brief resume of Mr.  Nimish Thakore have been provided in
 the notice convening the Annual General Meeting.
 
 Mr. Gaurang Panchal, who was appointed as an Additional Director
 pursuant to the provisions of Section 161 of the Companies Act, 2013,
 in respect of whom company had received a notice from a shareholder
 along with requisite fees had consented to be appointed as director of
 the Company.
 
 Board Meeting
 
 Four meetings of the Board of Directors were held during the year.
 
 Declaration by Independent Director
 
 The Company has received declarations from all the Independent
 Directors of the Company confirming that they meet the criteria of
 independence as prescribed both under the Act and Clause 49 of the
 Listing Agreement with the Stock Exchanges.
 
 The Company has devised a Policy for performance evaluation of
 Independent Directors, Board, Committees and other individual Directors
 which includes criteria for performance evaluation of the non-executive
 directors and executive directors and a process of evaluation was
 followed by the Board for its own performance and that of its
 Committees and individual Directors.
 
 The details of programs for familiarization of Independent Directors
 with the Company, their roles, rights, responsibilities in the Company,
 nature of the industry in which the Company operates, business model of
 the Company and related matters are put up on the website of the
 Company.
 
 Directors'' Responsibility statement:
 
 The Directors'' Responsibility Statement referred to in clause (c) of
 sub-section (3) shall state that—
 
 (a) In the preparation of the annual accounts, the applicable
 accounting standards had been followed along with proper explanation
 relating to material departures;
 
 (b) The directors had selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the company at the end of the financial year and of the profit and
 loss of the company for that period;
 
 (c) The directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of this Act for safeguarding the assets of the company and
 for preventing and detecting fraud and other irregularities;
 
 (d) The directors had prepared the annual accounts on a going concern
 basis;and
 
 (e) The directors had laid down internal financial controls to be
 followed by the company and that such internal financial controls are
 adequate and were operating effectively.
 
 Nomination & remuneration Committee
 
 The Board constituted a Nomination and Remuneration Committee
 comprising of Mr.  Subhash Sharma, Mr. Sandip Patel and Mr. Nimish
 Thakore.
 
 Corporate Governance:
 
 Even though the Compliance of Clause 49 of the Listing Agreement is not
 mandatory to the Company, Company has complied with the requirements of
 the Code of Corporate Governance as stipulated in clause 49 of the
 listing agreement with the stock exchanges. A Report on Corporate
 Governance along with Certification by the Director is attached to this
 Directors'' Report.
 
 A Certificate from the Auditors of the Company regarding compliance of
 the conditions of Corporate Governance as stipulated by clause 49 of
 the listing agreement is attached to this Directors'' Report.
 
 Auditors:
 
 The statutory auditors of the Company M/s. N. L. Upadhyaya & Co, Mumbai
 retire at the conclusion of the ensuing Annual General Meeting. The
 retiring auditors have furnished a certificate under Sec. 141 of the
 Companies Act, 2013 confirming their eligibility for reappointment. The
 Auditor Report for the financial year ended March 31, 2015 is annexed
 herewith and is part of the Annual Report.
 
 1. Conservation of Energy, Technology Absorption:
 
 The particulars regarding the disclosure of the conservation of energy,
 technology absorption, as required under section 134(3) (m) of the
 companies act, 2013 read with the companies (Accounts) Rules, 2014 are
 given below.
 
 a) Energy Conservation Measures Taken:
 
 The operations of the company are not energy-intensive. However
 adequate measures have been taken to reduce energy consumption by using
 energy efficient computers and equipment''s with the latest
 technologies. Your company constantly evaluates new technologies and
 invests in them to make its infrastructure more energy-efficient.
 
 2. Foreign Exchange Inflow & Outgo:
 
 a) Activities relating to Exports, Initiatives taken to increase
 Exports, Developments of new Export Market for products and Services
 and Export Plans:
 
 The Company has not undertaken any export activities. The company is
 looking out for Export Opportunities.
 
 b) Total Foreign Exchange used and earned:
 
 Used : Nil
 
 Earned : Nil
 
 Risk Management
 
 During the year, your Directors have constituted a Risk Management
 Committee which has been entrusted with the responsibility to assist
 the Board in (a) Overseeing and approving the Company''s enterprise wide
 risk management framework; and (b) Overseeing that all the risks that
 the organization faces such as strategic, financial, credit, market,
 liquidity, security, property, IT, legal, regulatory, reputational and
 other risks have been identified and assessed and there is an adequate
 risk management infrastructure in place capable of addressing those
 risks. A Group Risk Management Policy was reviewed and approved by the
 Committee.
 
 The Company manages, monitors and reports on the principal risks and
 uncertainties that can impact its ability to achieve its strategic
 objectives. The Company''s management systems, organizational
 structures, processes, standards, code of conduct and behaviors
 together form the Reliance Management System (RMS) that governs how the
 Group conducts the business of the Company and manages associated
 risks.
 
 The Company has introduced several improvements to Integrated
 Enterprise Risk Management, Internal Controls Management and Assurance
 Frameworks and processes to drive a common integrated view of risks,
 optimal risk mitigation responses and efficient management of internal
 control and assurance activities. This integration is enabled by all
 three being fully aligned across Group wide Risk Management, Internal
 Control and Internal Audit methodologies and processes.
 
 Comments of the Board of Directors on Qualifications on Auditors
 Reports:
 
 There are no such qualification from auditor which required
 explanation.
 
 Board Comments on Secretarial Audit Qualifications:
 
 The Secretarial Audit Qualifications are replied as follows:
 
 1.  E Voting facility as per section 108 of Companies Act, 2013 was not
 provided by the company for the AGM held on 30th September, 2014.,
 
 Company is in the process of entering into agreement with the providers
 of e-voting facility
 
 2.  Company do not have proper board process and compliance mechanism.
 
 3.  Company has not complied with the provisions of section 203(4) in
 respect of appointment KMP
 
 Company is in the process of suitable key managerial personnel to make
 the appointment.
 
 4.  Form ADT 1 as per section 139 (1) of the Company Act, 2013 and rule
 4 (2) of the company (Audit and Auditor) Rules, 2014 was not filled by
 the company for the year ended 31st March, 2014
 
 5.  Company has not filed Annual Accounts for the financial year ended
 31stMarch 2014 with the Registrar of Companies.
 
 Company had filed Annual Accounts, Annual Return and appointment of
 Auditor with ROC with additional Fees:
 
 Particulars of loans, guarantees or investments under section 186:
 
 Company has not provided loans, investments and guarantees during the
 year.
 
 Related Party Transaction under sub-section (1) of section 188:
 
 During the year, the Company had not entered into any contract /
 arrangement / transaction with related parties which could be
 considered material in accordance with the policy of the Company on
 materiality of related party transactions. The Policy on materiality of
 related party transactions and dealing with related party transactions
 as approved by the Board is provided in the company''s web site.
 
 Acknowledgments:
 
 The Management is grateful to the Regulatory Authorities, Shareholders,
 Company''s Bankers, Financial Institutions, Insurance Companies,
 Investors, Clients, Business Associates for their continued support and
 co-operation.
 
 The Directors also wish to place on record their appreciation for the
 co-operation, active involvement and dedication of the employees.
 
                             For and on behalf of the Board of Directors
 Place: Mumbai
 Date: 18/08/2015
                                                          Nimish Thakore
                                                                Director
 
 
Source : Dion Global Solutions Limited
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